T.
ROWE
PRICE
Retirement
2040
Fund
August
31,
2026
Unaudited
1
Portfolio
of
Investments
(1)
(1)
$
Value
5/31/26
$
Purchase
Cost
$
Sales
Cost
Shares/Par
$
Value
8/31/26
(Cost
and
value
in
$000s)
BOND
FUNDS
14.2%
T.
Rowe
Price
Funds:
New
Income
Fund 
1,506,668
157,981
63,399
202,764,589
1,577,509‌
International
Bond
Fund
(USD
Hedged) 
595,791
17,086
25,486
69,186,747
583,936‌
U.S.
Treasury
Long-Term
Index
Fund 
572,079
52,764
29,134
85,586,611
581,133‌
Dynamic
Global
Bond
Fund 
363,355
9,932
16,407
46,923,589
354,742‌
Emerging
Markets
Bond
Fund 
234,220
19,016
10,764
24,484,496
239,703‌
Limited
Duration
Inflation
Focused
Bond
Fund 
189,539
60,744
11,551
50,648,926
237,544‌
High
Yield
Fund 
162,242
37,334
8,579
32,165,136
189,774‌
Floating
Rate
Fund 
48,806
7,976
1,837
6,023,230
54,811‌
Total
Bond
Funds
(Cost
$4,071,443)
3,819,152‌
EQUITY
FUNDS
85.6%
T.
Rowe
Price
Funds:
Value
Fund 
3,902,641
6,955
121,060
69,876,095
4,082,161‌
Growth
Stock
Fund 
4,024,629
231,633
79,921
35,281,534
4,007,277‌
U.S.
Large-Cap
Core
Fund 
2,183,100
14,098
63,933
44,842,138
2,217,444‌
Equity
Index
500
Fund 
2,174,528
6,664
59,536
10,255,305
2,048,600‌
International
Value
Equity
Fund 
1,967,829
—
99,804
67,704,632
1,872,710‌
Overseas
Stock
Fund 
1,804,895
549
65,075
95,399,731
1,766,803‌
International
Stock
Fund 
1,590,085
279
123,900
63,110,022
1,496,970‌
Real
Assets
Fund 
1,430,976
3,534
41,629
68,340,170
1,424,892‌
Emerging
Markets
Discovery
Stock
Fund 
807,849
147
23,389
34,013,558
748,978‌
Emerging
Markets
Stock
Fund 
774,316
284
23,430
13,099,553
732,658‌
Mid-Cap
Value
Fund 
787,766
—
104,468
17,742,184
685,380‌
Mid-Cap
Growth
Fund 
692,793
131
27,170
6,567,473
676,975‌
New
Horizons
Fund (2)
463,115
28
26,610
7,041,672
425,810‌
Small-Cap
Stock
Fund 
431,307
81
20,863
6,309,705
414,548‌
Small-Cap
Value
Fund 
450,172
28
44,380
6,604,461
405,316‌
Total
Equity
Funds
(Cost
$12,840,774)
23,006,522‌
OTHER
MUTUAL
FUNDS
0.0%
T.
Rowe
Price
Funds:
Transition
Fund 
3,118
112,229
112,318
31,061
3,012‌
Total
Other
Mutual
Funds
(Cost
$3,021)
3,012‌
SHORT-TERM
INVESTMENTS
0.2%
Money
Market
Funds
 0.1%
T.
Rowe
Price
U.S.
Treasury
Money
Fund,
3.74% (3)
220,268
304,569
498,873
25,963,723
25,964‌
T.
ROWE
PRICE
Retirement
2040
Fund
2
$
Value
5/31/26
$
Purchase
Cost
$
Sales
Cost
Shares/Par
$
Value
8/31/26
(Cost
and
value
in
$000s)
SHORT-TERM
INVESTMENTS
0.2%
(continued)
U.S.
Treasury
Obligations
 0.1%
U.S.
Treasury
Bills,
3.743%,
11/3/26 (4)
30,000,000
29,804‌
Total
Short-Term
Investments
(Cost
$55,769)
55,768‌
Total
Investments
in
Securities 100.0%
(Cost
$16,971,007)
$
26,884,454‌
Other
Assets
Less
Liabilities
(0.0)%
(12,225‌)
Net
Assets
100.0%
$
26,872,229‌
(1)
Each
underlying
Price
Fund
is
an
affiliated
company;
the
fund
is
invested
in
the Z
Class
of
each
underlying
Price
Fund,
except
for
the
Transition
Fund,
if
held,
which
is
a
single
class
fund.
Additional
information
about
each underlying
Price
Fund
is
available
by
calling
1-877-495-1138
and
at www.troweprice.com.
(2)
Non-income
producing
(3)
Seven-day
yield
(4)
At
August
31,
2026,
all
or
a
portion
of
this
security
is
pledged
as
collateral
and/or
margin
deposit
to
cover
future
funding
obligations.
T.
ROWE
PRICE
Retirement
2040
Fund
3
FUTURES
CONTRACTS
($000s)
Expiration
Date
Notional
Amount
Value
and
Unrealized
Gain
(Loss)
Short,
589
MSCI
EAFE
Index
contracts
9/26
(95,088)
$
(1,790‌)
Short,
598
Russell
2000
E-Mini
Index
contracts
9/26
(88,465)
1,337‌
Long,
532
S&P
500
E-Mini
Index
contracts
9/26
204,793
3,628‌
Net
payments
(receipts)
of
variation
margin
to
date
(2,960‌)
Variation
margin
receivable
(payable)
on
open
futures
contracts
$
215‌
T.
ROWE
PRICE
Retirement
2040
Fund
4
AFFILIATED
COMPANIES
($000s)
The
fund
may
invest
in
certain
securities
that
are
considered
affiliated
companies.
As
defined
by
the
1940
Act,
an
affiliated
company
is
one
in
which
the
fund
owns
5%
or
more
of
the
outstanding
voting
securities,
or
a
company
that
is
under
common
ownership
or
control.
The
following
securities
were
considered
affiliated
companies
for
all
or
some
portion
of
the
three
months
ended
August
31,
2026.
Net
realized
gain
(loss),
investment
income,
and
change
in
net
unrealized
gain/loss
reflect
all
activity
for
the
period
then
ended.
Affiliate
Net
Realized
Gain
(Loss)
Change
in
Net
Unrealized
Gain/Loss
Investment
Income
T.
Rowe
Price
Funds:
Dynamic
Global
Bond
Fund 
$
(737‌)
$
(2,138‌)
$
5,810‌
Emerging
Markets
Bond
Fund 
(139‌)
(2,769‌)
3,978‌
Emerging
Markets
Discovery
Stock
Fund 
10,209‌
(35,629‌)
—‌
Emerging
Markets
Stock
Fund 
9,483‌
(18,512‌)
—‌
Equity
Index
500
Fund 
101,106‌
(73,056‌)
5,873‌
Floating
Rate
Fund 
(16‌)
(134‌)
956‌
Growth
Stock
Fund 
20,814‌
(169,064‌)
—‌
High
Yield
Fund 
(284‌)
(1,223‌)
3,257‌
International
Bond
Fund
(USD
Hedged) 
(620‌)
(3,455‌)
4,431‌
International
Stock
Fund 
27,873‌
30,506‌
—‌
International
Value
Equity
Fund 
86,031‌
4,685‌
—‌
Limited
Duration
Inflation
Focused
Bond
Fund 
(83‌)
(1,188‌)
897‌
Mid-Cap
Growth
Fund 
3,040‌
11,221‌
—‌
Mid-Cap
Value
Fund 
31,769‌
2,082‌
—‌
New
Horizons
Fund 
1,350‌
(10,723‌)
—‌
New
Income
Fund 
(4,228‌)
(23,741‌)
19,342‌
Overseas
Stock
Fund 
42,832‌
26,434‌
—‌
Real
Assets
Fund 
16,635‌
32,011‌
—‌
Small-Cap
Stock
Fund 
5,708‌
4,023‌
—‌
Small-Cap
Value
Fund 
11,859‌
(504‌)
—‌
Transition
Fund 
(796‌)
(17‌)
227‌
U.S.
Large-Cap
Core
Fund 
21,044‌
84,179‌
—‌
U.S.
Treasury
Long-Term
Index
Fund 
(5,629‌)
(14,576‌)
6,444‌
Value
Fund 
46,707‌
293,625‌
—‌
U.S.
Treasury
Money
Fund,
3.74%
—‌
—‌
1,142‌
Totals
$
423,928‌#
$
132,037‌
$
52,357‌+
T.
ROWE
PRICE
Retirement
2040
Fund
5
The
accompanying
notes
are
an
integral
part
of
this
Portfolio
of
Investments.
#
Capital
gain
distributions
from
underlying
Price
funds
represented
$21
of
the
net
realized
gain
(loss).
+
Investment
income
comprised
$52,357
of
income
distributions
from
underlying
Price
Funds.
T.
ROWE
PRICE
Retirement
2040
Fund
Unaudited
Notes
to
Portfolio
of
Investments
6
T.
Rowe
Price
Retirement
Funds,
Inc. (the
corporation)
is
registered
under
the
Investment
Company
Act
of
1940
(the
1940
Act). The
Retirement
2040
Fund
(the
fund)
is an open-end
management
investment
company
established
by
the
corporation
and
follows
accounting
and
reporting
guidance
of
the
Financial
Accounting
Standards
Board
Accounting
Standards
Codification
Topic
946.
The
accompanying
Portfolio
of
Investments
was
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America
(GAAP).
For
additional
information
on
the
fund’s
significant
accounting
policies
and
investment
related
disclosures,
please
refer
to
the
fund’s most
recent
semiannual
or
annual
shareholder
report
and
its
prospectus.
VALUATION 
Fair
Value
The
fund’s
financial
instruments
are
valued
at
the
close
of
the
New
York
Stock
Exchange
(NYSE),
normally
4
p.m.
Eastern
time,
each
day
the
NYSE
is
open
for
business.
The
fund’s
financial
instruments
are
reported
at
fair
value,
which
GAAP
defines
as
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
at
the
measurement
date.
The
fund’s
Board
of
Directors
(the
Board)
has
designated
T.
Rowe
Price
Associates,
Inc.
as
the
fund’s
valuation
designee
(Valuation
Designee).
Subject
to
oversight
by
the
Board,
the
Valuation
Designee
performs
the
following
functions
in
performing
fair
value
determinations:
assesses
and
manages
valuation
risks;
establishes
and
applies
fair
value
methodologies;
tests
fair
value
methodologies;
and
evaluates
pricing
vendors
and
pricing
agents.
The
duties
and
responsibilities
of
the
Valuation
Designee
are
performed
by
its
Valuation
Committee.
The
Valuation
Designee
provides
periodic
reporting
to
the
Board
on
valuation
matters.
Various
valuation
techniques
and
inputs
are
used
to
determine
the
fair
value
of
financial
instruments.
GAAP
establishes
the
following
fair
value
hierarchy
that
categorizes
the
inputs
used
to
measure
fair
value:
Level
1 – quoted
prices
(unadjusted)
in
active
markets
for
identical
financial
instruments
that
the
fund
can
access
at
the
reporting
date
Level
2 – inputs
other
than
Level
1
quoted
prices
that
are
observable,
either
directly
or
indirectly
(including,
but
not
limited
to,
quoted
prices
for
similar
financial
instruments
in
active
markets,
quoted
prices
for
identical
or
similar
financial
instruments
in
inactive
markets,
interest
rates
and
yield
curves,
implied
volatilities,
and
credit
spreads)
T.
ROWE
PRICE
Retirement
2040
Fund
7
Level
3 – unobservable
inputs
(including
the
Valuation Designee’s
assumptions
in
determining
fair
value)
Observable
inputs
are
developed
using
market
data,
such
as
publicly
available
information
about
actual
events
or
transactions,
and
reflect
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
Unobservable
inputs
are
those
for
which
market
data
are
not
available
and
are
developed
using
the
best
information
available
about
the
assumptions
that
market
participants
would
use
to
price
the
financial
instrument.
GAAP
requires
valuation
techniques
to
maximize
the
use
of
relevant
observable
inputs
and
minimize
the
use
of
unobservable
inputs.
When
multiple
inputs
are
used
to
derive
fair
value,
the
financial
instrument
is
assigned
to
the
level
within
the
fair
value
hierarchy
based
on
the
lowest-level
input
that
is
significant
to
the
fair
value
of
the
financial
instrument.
Input
levels
are
not
necessarily
an
indication
of
the
risk
or
liquidity
associated
with
financial
instruments
at
that
level
but
rather
the
degree
of
judgment
used
in
determining
those
values.
Valuation
Techniques 
Investments
in
the
underlying
Price
Funds
are
valued
at
their
closing
net
asset
value
per
share
on
the
day
of
valuation.
Debt
securities
are
generally
traded
in
the
over-the-counter
(OTC)
market
and
are
valued
at
prices
furnished
by
independent
pricing
services
or
by
broker
dealers
who
make
markets
in
such
securities.
When
valuing
securities,
the
independent
pricing
services
consider
factors
such
as,
but
not
limited
to,
the
yield
or
price
of
bonds
of
comparable
quality,
coupon,
maturity,
and
type,
as
well
as
prices
quoted
by
dealers
who
make
markets
in
such
securities.
Futures
contracts
are
valued
at
closing
settlement
prices.
T.
ROWE
PRICE
Retirement
2040
Fund
8
Valuation
Inputs
The
following
table
summarizes
the
fund’s
financial
instruments,
based
on
the
inputs
used
to
determine
their
fair
values
on
August
31,
2026
(for
further
detail
by
category,
please
refer
to
the
accompanying
Portfolio
of
Investments):
OTHER
MATTERS 
Unpredictable environmental,
political,
social
and
economic
events,
including
but
not
limited
to,
environmental
or
natural
disasters,
war
and
conflict,
terrorism,
geopolitical
and
regulatory
developments
(including
trading
and
tariff
arrangements),
and
public
health
epidemics
or
threats,
may
significantly
affect
the
economy
and
the
markets
and
issuers
in
which
a
fund
invests.
The
extent
and
duration
of
such
events
and
resulting
market
disruptions
cannot
be
predicted.
These
and
other
similar
events
may
cause
instability
across
global
markets,
including
reduced
liquidity
and
disruptions
in
trading
markets,
while
some
events
may
affect
certain
geographic
regions,
countries,
sectors,
and
industries
more
significantly
than
others,
and
exacerbate
other
pre-existing
($000s)
Level
1
Level
2
Level
3
Total
Value
Assets
Bond
Funds
$
3,819,152‌
$
—‌
$
—‌
$
3,819,152‌
Equity
Funds
23,006,522‌
—‌
—‌
23,006,522‌
Other
Mutual
Funds
3,012‌
—‌
—‌
3,012‌
Short-Term
Investments
25,964‌
29,804‌
—‌
55,768‌
Total
Securities
26,854,650‌
29,804‌
—‌
26,884,454‌
Futures
Contracts*
4,965‌
—‌
—‌
4,965‌
Total
$
26,859,615‌
$
29,804‌
$
—‌
$
26,889,419‌
Liabilities
Futures
Contracts*
$
1,790‌
$
—‌
$
—‌
$
1,790‌
*
The
fair
value
presented
includes
cumulative
gain
(loss)
on
open
futures
contracts;
however,
the
net
value
reflected
on
the
accompanying
Portfolio
of
Investments
is
only
the
unsettled
variation
margin
receivable
(payable)
at
that
date.
T.
ROWE
PRICE
Retirement
2040
Fund
9
political,
social,
and
economic
risks.
The
fund’s
performance
could
be
negatively
impacted
if
the
value
of
a
portfolio
holding
were
harmed
by
these
or
such
events. 
F143-054Q1
08/26